Notice of EGM

Datang Intl Power Generation Co Ld
27 January 2006

             DATANG INTERNATIONAL POWER GENERATION CO., LTD.

(a sino-foreign joint stock limited company incorporated in the People's
                        Republic of China)
                        (Stock Code: 991)

              NOTICE OF EXTRAORDINARY GENERAL MEETING


NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the 'EGM') of
Datang International Power Generation Co., Ltd. (the 'Company') will be held at
the Company's Conference Room No. 804, No. 482, Guanganmennei Avenue, Xuanwu
District, Beijing, the People's Republic of China (the 'PRC') at 11:00 a.m. on
27 March 2006 for the purpose of considering and, if thought fit, pass the
following resolution: 

                           Ordinary Resolution

'To approve, ratify and confirm the investment agreement dated 8 January 2006
entered into between the Company and Hebei Construction Investment Company for
the purposes of constructing and operating the Hebei Wangtan Power Plant Project
by establishing Hebei Datang International Wangtan Power Co., Ltd. and to
authorise any one director of the Company to execute all such documents and to
do all such acts or things incidental to, ancillary to or in connection with the
transaction contemplated under such agreement on behalf of the Company.'
 

                                                           By Order of the Board
                                                                   Yang Hongming
                                                               Company Secretary 

 

Beijing, the PRC, 27 January 2006 

 

Notes:

 

1.    Shareholders of the Company should note that, pursuant to the articles of
association of the Company, no transfer of shares of the Company will be
registered from 26 February 2006 to 27 March 2006, both dates inclusive.
Shareholders of the Company whose names are registered in the register of
members of the Company at the close of business on 24 February 2006 are entitled
to attend and vote at the EGM.

 

2.    Any shareholder of the Company entitled to attend and vote at the EGM is
entitled to appoint one or more proxies to attend and vote on his/her behalf. A
proxy need not be a shareholder of the Company.

 

3.    If more than one proxy are appointed to attend the EGM, the voting rights
can only be exercised by way of poll.

 

4.    If the proxy form of a holder of H shares of the Company is signed by any
person other than the shareholder of the Company, the power of attorney or other
authority should be notarially certified. To be valid, notarially certified copy
of the power of attorney or other authority, together with the proxy form, must
be deposited at the Company's H share registrar, Computershare Hong Kong
Investor Services Limited of 46/F, Hopewell Centre, 183 Queen's Road East,
Wanchai, Hong Kong not less than 24 hours before the holding of the EGM.

 

5.    If the proxy form of a holder of domestic shares of the Company is signed
by any person other than the shareholder of the Company, the power of attorney
or other authority should be notarially certified. To be valid, notarially
certified copy of the power of attorney or other authority, together with the
proxy form, must be deposited at the Company at 8/F, No. 482, Guanganmennei
Avenue, Xuanwu District, Beijing, the People's Republic of China. Postcode:
100053, not less than 24 hours before the holding of the EGM.

 

6.    Shareholders of the Company who intend to attend the EGM are required to
send the Notice of Attendance to the registered address of the Company by hand,
post, cable or fax on or before 6 March 2006. Completion and return of the
Notice of Attendance will not affect the right of shareholders of the Company to
attend the EGM.

 

7.    The EGM is expected to last for an hour. Shareholders of the Company or
their proxies (if any) attending the EGM shall be responsible for their own
travel and accommodation expenses. 

 

Registered Address of the Company:
8/F, No. 482, Guanganmennei Avenue,
Xuanwu District, Beijing,
The People's Republic of China
Postcode: 100053
Tel: [phone] Fax: [phone] or (8610) 83581907 

 

As at the date of this notice, the Directors are:

 

Zhai Ruoyu, Zhang Yi, Hu Shengmu, Fang Qinghai, Yang Hongming, Liu Haixia, Guan
Tiangang, Su Tiegang, Ye Yonghui, Tong Yunshang, Xie Songlin*, Xu Daping*, Liu
Chaoan*, Yu Changchun* and Xia Qing*

 

* independent non-executive Directors 

 

 

--------------------------------------------------------------------------------


 

              DATANG INTERNATIONAL POWER GENERATION CO., LTD.

 (a sino-foreign joint stock limited company incorporated in the People's
                                   Republic of China)

 

                           NOTICE OF ATTENDANCE FOR 
                       THE EXTRAORDINARY GENERAL MEETING
 

Name of shareholder (Note 1)  --------------------------------------------  

 

Number of shares held (Note 2) --------------------------------------------  
Domestic Shares/H Shares 

I/We intend to attend, or appoint a proxy (proxies) to attend the extraordinary
general meeting of Datang International Power Generation Co., Ltd. (the
'Company') to be held at the Company's Conference Room No. 804, No. 482
Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China
at 11:00 a.m. on 27 March 2006.

 

Notes:

 

1. Name(s) registered in the register of members of the Company to be inserted
in block letters.  2. Please insert the number of shares of the Company
registered under your name(s).  3. This notice, when duly completed and signed,
is required to be delivered to the Company's registered address at 8/F., No. 482
Guanganmennei Avenue, Xuanwu District, Beijing, the People's Republic of China.
Postcode: 100053, by hand, post, cable or fax on or before 6 March 2006. Tel:
(8610) 8358 1905 Fax: [phone] or (8610) 8358 1907 

 

 

Signature(s):  --------------------------------------------                                    

 

 

Date:  -------------------------------------------- 2006

 



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